a) Three proposed company names with its meaning to perform a name search to check availability before reserving it;
b) Copy of all partners identity card (I/C) or passport (for foreign partner)
c) Proposed business nature
d) Shareholding percentage of each shareholder
e) All Shareholders and Director’s email addresses, contact number and occupations.
The requirement for foreign director/member:
a) must be above 18 years old.
b) Those who are named as the director of the company should have a principal or only place of residence within Malaysia (Section 196 (4) (a) of the Companies Act 2016), supporting with proof of address, e.g., tenancy agreement copy or utility bills.
No. It isn’t compulsory, but we would like to recommend the clients to open their bank account where it will be used for daily transactions and for deposit of share capital.
| Company (Sdn Bhd) | Limited Liability Partnership (LLP) | Partnership | Sole Proprietorship | |
|---|---|---|---|---|
| Capital Contribution | Share Capital | Partners Contribution | Partners Contribution | Owner Contribution |
| Legal Owner of Entity | Shareholders | Partners | Partners | Sole Proprietor |
| Max no. of Owner | No maximum number, unless private company (50 persons) | More than 2 persons and no maximum limit | More than 2 persons(but not more than 20 persons) | Single person |
| Legal Status | Separate legal entity | Separate legal entity | Partners | Sole Proprietor |
| Law and Regulation | Companies Act 2016 | Limited Liability Partnership Act 2012 | Registration of Business Act 1956 | Registration of Business Act 1956 |
| Responsible person to business management | Board of Directors | Partners | Partners | Sole Proprietor |
| Statutory Audit Requirement | Yes | No compulsory | No | No |
| Company Secretary/Compliance officer | Yes, Company Secretary | Yes, Compliance Officer | No | No |
| Income tax status | Tax on Company | Tax on LLP | Tax on Personal | Tax on Personal |
| Income tax rate | On 17% on 1st RM600,000 and 24% on next RM600,000 onwards | On 17% on 1st RM600,000 and 24% on next RM600,000 onwards | Scale rate from 0% to 30% | Scale rate from 0% to 30 % |
As per s68 and s576 of the Companies Act 2016:- Annual Return need to be lodged within 30 days from the anniversary of its registration date in Malaysia within such further period as the Registrar in special circumstances allow.
As per s259(1) of the Companies Act 2016:- Private Company- within 30 days from the financial statements and reports are circulated to its members
Public Company- within 30 days from its Annual General Meeting
As per s68(9) of the Companies Act 2016:-
A company and every officer who contravene this section commit an offence.
On conviction, be liable to a fine not exceeding RM 50,000.
In the case of a continuing offence, a further fine not exceeding RM1,000.00 for each day during which the offence continues after conviction.
As per s259(3) of the Companies Act 2016:-
Every officer who contravene this section commit an offence and shall,
On conviction, be liable to a fine not exceeding RM 50,000.
In the case of a continuing offence, a further fine not exceeding RM1,000.00 for each day during which the offence continues after conviction.
As per Practice Directive No. 3/2017, they highlight that if dormant, zero-revenue and threshold-qualified private companies are eligible to elect for audit exemption.
A dormant company qualifies for audit exemption if it has been inactive from its incorporation or dormant throughout the current financial year and in the immediate preceding financial year.
A zero-revenue company is qualified for audit exemption if it does not have any revenue during the current financial year; it does not have any revenue in the immediate past two financial years; and its total assets in the current Statement of Financial Position (FS) does not exceed RM300,000 as well as in the FS of the immediate past two financial years.
A threshold-qualified company is qualified for an audit exemption if it fulfills the following criteria-
